ASIFMA Standard Form Agreements Among Underwriters and Intersyndicate
Agreements
22 May 2019
Background:- There are currently no industry standard forms of agreements among underwriters or intersyndicateagreements in Hong Kong, so when such agreements are prepared they are often based on a precedent.
Accordingly, terms in the agreements may not be carefully scrutinized, and the agreements may containterms that are not relevant or ambiguous.
- Agreements are often prepared and agreed late in the offering process, and in some cases theagreements may not be executed until after the offering has priced and closed.
- If execution of the agreements is delayed, syndicate members do not benefit from any of the terms of
the agreements.
ASIFMA Standard Forms:- ASIFMA’s ECM committee (the “Committee”), working with Slaughter and May, created a new set ofstandard form agreements to be used in connection with Hong Kong IPOs in order to promote efficiency,
reduce costs of external counsel, improve the drafting and effectiveness of their terms and facilitate
the timely preparation and execution of such agreements.
- The agreements have been carefully reviewed – eliminating terms that are no longer relevant andclarifying those that were ambiguous.
- The set of agreements includes:• Agreement Among Hong Kong Underwriters (“AAHKU”);• Agreement Among International Underwriters (“AAIU”); and• Agreement between International and Hong Kong Underwriting Syndicates (“IntersyndicateAgreement” and, together with the AAHKU and the AAIU, the “Agreements”).
Structure and Use of the Agreements:- Members of the Committee recognized that many of the legal terms in the Agreements are noncontroversial and typically are not subject to significant negotiation, while commercial terms in theagreements are often subject to more extensive negotiations. Therefore, the Committee structured theAgreements such that commercial terms are set out in schedules to the agreements.
- This structure allows for the Agreements to take effect upon signing, providing certain legal protections
to the members of the syndicate while providing flexibility on the commercial terms.
- The Committee observed that market practice currently involves a set of agreements being individually
prepared for each transaction, individually negotiated and individually printed/executed.
- The Committee recognized that there is an alternative way of designing the Agreements to follow amodel used successfully by ICMA, where the Agreements exist as forms of agreements that would
reside on a website (in this case ASIFMA’s website) and parties could incorporate by reference thoseterms into a separate document and modify such terms as needed or appropriate in this separate
document.

DEVELOPING ASIAN CAPITAL MARKETSInstructions for Preparation and Execution:
1. Navigate to ASIFMA’s ECM Resources website.
2. Download (a) the Adoption Agreement and Schedules for the AAIU; (b) the Adoption Agreement
and Schedules for the AAHKU and (c) the Adoption Agreement for the Intersyndicate Agreement.
3. Modify the Adoption Agreements and Schedules for the AAIU and the AAHKU for the specifics ofthe proposed Hong Kong IPO.
4. Send the Adoption Agreements and Schedules to the Joint Global Coordinators for input and/orconfirmation of the information in the Schedules.
5. Following confirmation by the Joint Global Coordinators, distribute the Adoption Agreements andSchedules to all of the underwriters in the syndicate.
6. At pricing, execute each of the Adoption Agreements and Schedules.
* Note: You may either have the Adoption Agreement and Schedules reference the standard formsof each of the AAIU, AAHKU and Intersyndicate Agreement on ASIFMA’s website or download eachof the Agreements and attach them to the Adoption Agreements and Schedules.

Contact information
ASIFMA Equities and Post Trade Division: ec@asifma.org

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